This action must be regarded either as an action ex contractu, for the breach of an implied or an express covenant in the lease, or as an action ex delicto for fraudulent representations.
I. That it is an action ex contractu is, I believe, scarcely pretended. The lease so clearly provides, on the part of the defendants, against any liability of this kind, that it can scarcely be maintained for a moment that such an action *278could be sustained. The lease demises only so much of the slip as belongs to the lessors, and in the concluding clauses “it is mutually covenanted and agreed that these presents are upon the express understanding that nothing herein contained shall be taken or construed to operate as a covenant by the parties of the first part, for possession or quiet enjoyment by the party of the second part, &c., of the said ferry or right of ferriage, nor shall the same be taken or construed to interfere in any manner with any previous grants or rights &c., nor to operate further than. to grant the possession of the estate, right, title or interest, which the parties of the first part may have or lawfully claim, to the said ferry or right of ferriage hereby demised, by virtue of their several charters and the various acts of the legislature of the state of Hew York.”
II. Can this action be maintained on the ground of fraudulent representations ? I presume that a corporation is not exempt from liability for misrepresentations which affect the rights of individuals; and a purchaser or lessee of property belonging to a corporation, if he is deceived and enticed into making a contract by the misrepresentations of the coloration, and is damnified by such misrepresentations, can maintain an action against it. But nothing is better settled in the law than that the declarations of any individual member or officer of a corporation will not bind it, unless they are within the scope of his ordinary power's, or of some special agency relative to the subject matter. Even declarations made by the mayor himself, or declarations in any form, made by any one branch of the common council, could have no such effect; much less can it be bound or affected by the declarations or acts of committees or individual members of committees, not expressly authorized by the whole legislative department of the corporation to make those declarations or perform those acts. Otherwise there would be no safety for a day, for the rights of any corporation; and notwithstanding all the restrictions and care with- which the law surrounds those rights *279we all know to what an extent they are trifled with and bartered away by faithless officials and unscrupulous claimants. I therefore consider that all the acts and declarations of the officers of the defendants, in the present case, and of committees and of individual members of committees, were totally inadmissible as evidence, and that the judge erred in admitting them. Indeed I think the defendants were clearly entitled to a dismissal of the complaint, when the plaintiff rested his case. The judgment should be reversed and a new trial granted; costs to abide the event.
[New York General Term, May 4, 1863.Sutherland, Clerke and Barnard, Justices.] •